1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): SEPTEMBER 24, 1998 RUTHERFORD-MORAN OIL CORPORATION (Exact name of registrant as specified in charter) DELAWARE 000-20849 76-0499690 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 5 GREENWAY PLAZA, SUITE 220 HOUSTON, TEXAS 77046 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 622-5555 ================================================================================ 2 ITEM 5. OTHER EVENTS. The Company previously delayed its Annual Meeting of Stockholders from May 1998 while it continues to explore various strategic alternatives, including the possible merger or sale of the Company. The Board of Directors of the Company has now set the 1998 Annual Meeting of Stockholders of Rutherford-Moran Oil Corporation for 9:00 a.m. on December 15, 1998 at the Sheraton Luxury Collection Hotel in Houston, Texas. Written notice of stockholder proposals must be delivered to or mailed and received by the Secretary of the Company at the Company's principal executive offices no later than October 8, 1998 (1) for inclusion in the Company's proxy statement and form of proxy for the Annual Meeting and (2) for any proposal to be properly brought before the Annual Meeting in accordance with Section 12 of the Company's by-laws. Also, unless the Company has notice, prior to October 8, 1998, of a matter to come before the meeting, the Company's proxy for the meeting will confer discretionary authority to vote on such matter. A copy of the press release announcing the date of the Company's Annual Meeting of Stockholders and the deadline for submitting stockholder proposals is filed as Exhibit 99.1 and is hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press release of Rutherford-Moran Oil Corporation dated September 24, 1998 Page 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RUTHERFORD-MORAN OIL CORPORATION Dated: September 24, 1998 /s/ DAVID F. CHAVENSON ------------------------------------ David F. Chavenson Vice President, Finance and Chief Financial Officer and Corporate Secretary Page 3 4 INDEX TO EXHIBITS Number Exhibit ------ ------- 99.1 Press release of Rutherford-Moran Oil Corporation dated September 24, 1998 Page 4